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We have established three committees, including the Audit Committee, the Compensation Committee and the Nomination Committee.
Compensation Committee

We have established a Compensation Committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code, Appendix 14 to the Listing Rules. The Compensation Committee consists of three Directors, namely Mr. CHEN Wen, Mr. CHEN Yu and Mr. FUNG Edwin. Mr. CHEN Wen is the chairman of the Compensation Committee.

The primary duties of the Compensation Committee include, among other things:

  • making recommendations to the Board on the Company’s policy and structure for the executive Directors and senior management remuneration and on the compensation of non-executive Directors;
  • evaluating the performance of Directors and senior management of our Company, and evaluation their performance accordingly;
  • reviewing and approving the management’s remuneration proposals with reference to the Board’s corporate goals and objectives; and
  • dealing with other matters that are authorized by the Board.
Nomination Committee

We have established a Nomination Committee with written terms of reference in compliance with the Corporate Governance Code, Appendix 14 to the Listing Rules. Our Nomination Committee consists of three members, namely, Mr. CHEN Wen, Dr. Lyu Dong and Mr. FUNG Edwin, with Mr. CHEN Wen being the chairman.

The primary duties of our Nomination Committee include, among other things:

  • reviewing the structure, size and composition and diversity of the Board at least annually and making recommendations on any proposed changes to the Board composition to complement the Company’s corporate strategies;
  • assessing the independence of independent non-executive Directors and making recommendations to the Board on matters relating to the appointment or reappointment of directors and succession planning for directors; and
  • performing tasks as assigned by the Board from time to time.
Audit Committee

We have established an Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code, Appendix 14 to the Listing Rules. The Audit Committee comprises three Directors, being Mr. FUNG Edwin, Dr. LIU Yi and Mr. ZHOU Honghao, with Mr. FUNG Edwin, who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules, being the chairman of the Audit Committee.

The primary duties of the Audit Committee include, without limitation to, the following:

  • monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements in relation to financial reporting;
  • making recommendations to the Board on the appointment, reappointment and removal of external auditors, approving the remuneration and terms of engagement of external auditors, and monitoring the independence of external auditors and their effectiveness in the audit process;
  • reviewing our risk management and internal control system over financial reporting; and
  • dealing with other matters that are authorized by the Board.

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